U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

SEC News Digest

Issue 2008-133
July 10, 2008

COMMISSION ANNOUNCEMENTS

Elisse B. Walter Sworn in as SEC Commissioner

Elisse B. Walter is sworn in as a new SEC CommissionerOn July 9, Elisse Barbara Walter was sworn in as a Commissioner of the Securities and Exchange Commission.

Commissioner Walter, who was appointed by President George W. Bush on June 30, 2008, was sworn in by SEC Chairman Christopher Cox at a ceremony held at the SEC that was attended by her husband, Ronald Alan Stern, as well as SEC senior officials, Financial Industry Regulatory Authority (FINRA) CEO Mary L. Schapiro and Non-Executive Chairman Richard G. Ketchum, and other senior FINRA officials. Following her swearing-in ceremony, Commissioner Walter participated in an SEC Roundtable on Fair Value Accounting Standards, where she joined other SEC Commissioners in a panel discussion that also included investors, preparers, auditors, and other regulators.

Commissioner Walter previously served on the SEC staff in the Office of the General Counsel and the Division of Corporation Finance from 1977 to 1994, ascending to the positions of Associate General Counsel and Deputy Director of the Division of Corporation Finance. She earned such honors as the Presidential Rank Award (Distinguished), the SEC Chairman's Award for Excellence, and the SEC's Distinguished Service Award during her previous tenure at the SEC. Commissioner Walter also served as a senior official at the Commodity Futures Trading Commission (CFTC) and FINRA.

"During her distinguished prior service at the SEC as well as in her extensive experience at the CFTC and FINRA, Elisse Walter has consistently demonstrated her steadfast commitment to safeguarding the interests of investors," said Chairman Cox. "Her integrity, professionalism, and strong track record of investor education and advocacy make her superbly qualified to be a Commissioner. I look forward to working with her to tackle our ambitious agenda here at the SEC to further improve investor protection."

Commissioner Walter said, "It is my great honor and privilege to join SEC Chairman Christopher Cox, my fellow Commissioners, and the Commission's professional staff in serving our nation's investors and capital markets. The SEC has a richly-deserved reputation as the crown jewel of independent agencies, and today the need for this great agency and its investor protection mission are apparent. I promise to do my utmost to live up to the awesome responsibility entrusted to me."

Prior to being appointed an SEC Commissioner, Ms. Walter was Senior Executive Vice President, Regulatory Policy & Programs, at FINRA, where she coordinated policy issues across the organization and led its investor education efforts. Commissioner Walter also directed FINRA's efforts to improve regulation in the sale of mutual funds and managed task forces that proposed significant rule and investor protection initiatives in these and other areas. She held the same position at NASD before its 2007 consolidation with NYSE Member Regulation.

Commissioner Walter also served as General Counsel of the CFTC, where she was responsible for litigation, drafting administrative decisions, legal advice, and drafting rules.

Commissioner Walter is a member of the Academy of Women Achievers of the YWCA of the City of New York and the inaugural class of the ABA's DirectWomen Institute. She served on the Boards of Trustees of the SEC Historical Society and of Jewish Women International. Commissioner Walter graduated from Yale University with a B.A., cum laude, in mathematics and received her J.D. degree, cum laude, from Harvard Law School. (Press Rel. 2008-137)


ENFORCEMENT PROCEEDINGS

Commission Revokes Registration of Securities of Harbour Intermodal, Ltd. For Failure to Make Required Periodic Filings

On July 10, 2008, the Commission revoked the registration of each class of registered securities of Harbour Intermodal, Ltd. (Harbour) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the order, except as to jurisdiction, which it admitted, Harbour consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Harbour Intermodal, Ltd. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Harbour's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Harbour in In the Matter of American Ship Building Co., et al., Administrative Proceeding File No. 3-13065.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of American Ship Building Co., et al., Administrative Proceeding File No. 3-13065, Exchange Act Release No. 57956 (June 12, 2008). (Rel. 34-58132; File No. 3-13065)


Commission Revokes Registration of Securities of Uniroyal Technology Corp. for Failure to Make Required Periodic Filings

On July 10, 2008, the Commission revoked the registration of each class of registered securities of Uniroyal Technology Corp. (Uniroyal) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the order, except as to jurisdiction, which it admitted, Uniroyal consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Uniroyal Technology Corp. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Uniroyal's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Uniroyal in In the Matter of Benguet Corp., et al., Administrative Proceeding File No. 3-13079.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Benguet Corp., et al., Administrative Proceeding File No. 3-13079, Exchange Act Release No. 57999 (June 23, 2008). (Rel. 34-58133; File No. 3-13079)


In the Matter of Pritchard Capital Partners, LLP

An Administrative Law Judge has issued an Initial Decision in Pritchard Capital Partners, LLP, Administrative Proceeding No. 3-12753. The Initial Decision finds that Respondent Joseph John VanCook (VanCook), while associated with the broker-dealer Pritchard Capital Partners, LLP (Pritchard Capital), engaged in a fraudulent mutual fund late trading scheme. VanCook enabled, and solicited, the mutual fund late trading business executed by his clients.

The Initial Decision concludes that VanCook, for his role in the fraud, willfully violated Section 10(b) of the Securities and Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder. In addition, VanCook willfully aided and abetted and caused Banc of America Securities, LLC, to violate Section 22(c) of the Investment Company Act of 1940 and Rule 22c-1 thereunder. Finally, VanCook willfully aided and abetted and caused Pritchard Capital's violations of Section 17(a) of the Exchange Act, and Rule 17a-3(a)(6) thereunder. The Initial Decision orders VanCook to cease and desist from committing or causing future violations of the securities laws, bars him from associating with an investment adviser, broker, or dealer, and from working for an investment company, and orders him to disgorge $538,565.70 in ill-gotten gains (plus prejudgment interest) and to pay a civil penalty of $100,000.(Initial Decision No. 350; File No. 3-12753)


Richard F. Selden, Former CEO of a Massachusetts Biotechnology Company, Settles SEC Fraud Action

On July 10, 2008, the Commission announced a final judgment by consent was entered on July 9, 2008 by the United States District Court Judge for the District of Massachusetts against Richard F. Selden of Lincoln Massachusetts. Selden, age 49, was the former CEO of Transkaryotic Therapies (TKT), a biotechnology company that was headquartered in Cambridge, Massachusetts, and was publicly-traded until it was acquired in July 2005.

Selden was the only defendant in a civil injunctive action filed in September 2005, alleging that he made materially misleading statements between October 2000 and October 2002 concerning results of TKT's clinical trials and its U.S. Food and Drug Administration (FDA) application for its flagship drug, Replagal. The Commission's complaint alleged that, during the relevant time period, Selden and, at his direction, TKT, made positive statements concerning Replagal's clinical benefits, describing its clinical trials as a success, and made positive statements about Replagal's chance of being approved by FDA. However, the complaint alleged that Selden knew, but failed to disclose, material negative information, including that Replagal's clinical trial failed to meet its primary objective and FDA had told TKT on several occasions that it was a failed study and had recommended additional clinical trials. The complaint further alleged that Selden benefited by selling 90,000 shares of TKT stock between May 2001 and February 2002, prior to TKT's disclosure of some negative information about Replagal on October 2, 2002, which caused TKT's stock price to fall.

The final judgment against Selden, to which he consented without admitting or denying the Commission's allegations, permanently enjoins him from violating the antifraud and other provisions of the federal securities laws, and orders Selden to pay a $125,000 civil penalty and $1,041,417 in disgorgement and prejudgment interest related to his sales of TKT stock during the period of the alleged fraud. The Court will determine whether a bar from serving as an officer or director of any public company is warranted against Selden at a later date. [SEC v. Richard F. Selden, Civil Action No. 05-11805, USDC, D. Mass.] (LR-20640)


INVESTMENT COMPANY ACT RELEASES

ING Clarion Real Estate Income Fund, et al.

A notice has been issued giving interested persons until Aug. 4, 2008, to request a hearing on an application filed by ING Clarion Real Estate Income Fund, et al., under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Section 19 (b) of the Act, and Rule 19b-1 under the Act. The order would permit certain registered closed-end management investment companies to make periodic distributions of long-term capital gains (i)with respect to their common stock as part of a managed distribution plan as frequently as twelve times each year, and (ii) with respect to their preferred stock as frequently as required by the terms of such preferred stock. (Rel. IC-28329 - July 8)


STANDARDS SETTING BOARDS

Public Company Accounting Oversight Board Proposed Rule and Rule Amendments

The Commission is publishing for public comment the Public Company Accounting Oversight Board's proposed new Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, proposed amendment to Rule 3523, Tax Services For Persons in Financial Reporting Oversight Roles, and proposed conforming amendments to the Public Company Accounting Oversight Board's interim independence standards. Publication of the proposed rule and rule amendments is expected in the Federal Register during the week of July 14th. The comment period will end 21 days after the proposed rule and rule amendments are published in the Federal Register. (Rel. 34-58121)


SELF-REGULATORY ORGANIZATIONS

Approval of Proposed Rule Changes

The Commission granted approval of proposed rule changes (SR-Amex-2008-40; SR-NYSE-2008-39; and SR-NYSEArca-2008-50) submitted by the American Stock Exchange, the New York Stock Exchange and NYSE Arca, through its wholly owned subsidiary, NYSE Arca Equities, Inc., and a proposed rule change (SR-NASDAQ-2008-046), as modified by Amendment No. 1 thereto, submitted by the NASDAQ Stock Market, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to adopt a trading halt rule in connection with the dissemination of net asset value and disclosed portfolio for certain derivative securities products. Publication is expected in the Federal Register during the week of July 14. (Rel. 34-58111)

A proposed rule change (SR-CBOE-2008-53), filed by the Chicago Board Options Exchange pertaining to the imposition of fines for minor rule violations has been approved pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 14. (Rel. 34-58119)


Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by Chicago Board Options Exchange relating to an extension of the linkage fee pilot program (SR-CBOE-2008-69) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 14. (Rel. 34-58117)


Proposed Rule Change

A proposed rule change has been filed by Financial Industry Regulatory Authority (SR-FINRA-2008-030) to adopt FINRA Rule 3130 (Annual Certification of Compliance and Supervisory Processes) in the consolidated FINRA rulebook. Publication is expected in the Federal Register during the week of July 14. (Rel. 34-58118)


SECURITIES ACT REGISTRATIONS


RECENT 8K FILINGS

 

http://www.sec.gov/news/digest/2008/dig071008.htm


Modified: 07/10/2008